0000892569-06-000560 Sample Contracts

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Deferral Election Agreement for Deferred Share Units
Deferral Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

WHEREAS, the Company has established the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), and the Participant is eligible to participate in said Plan;

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COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Performance Unit and Performance Stock Award Agreement Award No. ___
Stock Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for on-going superior performance (which has a value exceeding the par value of the Performance Stock awarded pursuant to this Agreement) you are hereby awarded Performance Units and Performance Stock subject to the terms and conditions set forth in this agreement (“Award Agreement” or “Award”), and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

COMMERCE ENERGY GROUP, INC. AMENDED AND RESTATED 2005 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT
Subscription Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services
COMMERCE ENERGY GROUP 2006 STOCK INCENTIVE PLAN SAR Award Agreement Award No.
Sar Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

You (the “Participant”) are hereby awarded Stock Appreciation Rights subject to the terms and conditions set forth in this agreement (the “Award Agreement” or “Award”) and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (“Plan”). A copy of the Plan is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Award. This Award is conditioned on your execution of this Award Agreement.

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Stock Option Award Agreement (for U.S. Employees) Award No. _______
Stock Option Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Commerce Energy Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Restricted Share Award Agreement (for Non-Employee Directors)
Shares Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for on-going superior performance (which has a value exceeding the par value of the Restricted Shares awarded pursuant to this Agreement) you are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Non-Qualified Stock Option Award Agreement (for Non-Employee Directors) Award No.
Stock Option Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Commerce Energy Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Non-Qualified Stock Option Award Agreement (the “Award Agreement”) and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN
Share Unit Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

You are hereby awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (“Award Agreement”), and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.

COMMERCE ENERGY GROUP, INC. 2006 STOCK INCENTIVE PLAN Restricted Share Award Agreement (for U.S. Employees) Award No. Date
Award Agreement • April 20th, 2006 • Commerce Energy Group Inc • Electric services • Delaware

In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for on-going superior performance (which has a value exceeding the par value of the Restricted Shares awarded pursuant to this Agreement), you are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

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